Code of Ethics

Effective date: 2021-10-06

Applicable to the following website: https://valoreo.com

1. MESSAGE FROM OUR CO-FOUNDERS

ONE TEAM ONE DREAM

One of our main objectives as founders is to foster a culture of inclusiveness and integrity at Valoreo so that you work in a safe, trustworthy environment where you grow professionally and personally.

Maintaining ethical performance at Valoreo depends on each of us acting in a manner that cultivates our culture and knowing the standards we are expected to uphold in our daily lives, regardless of our position, our duties or where we are located. The foundation of our ethical culture is this Code of Conduct (the “Code”).

Our Code is the primary document of our company's commitment to a culture of honesty and personal responsibility. This Code summarizes the requirements and expectations for our behavior and expresses the values and standards for conducting our job.

Use the resources described in this Code if you have questions or need guidance, knowing that you can always raise concerns without fear of retaliation.

The true test of our integrity occurs in our everyday decisions, when we may have to choose between what is easy and what is right. We must never put our values at stake, for any reason. We must all ensure that Valoreo remains a company with an ethical foundation; this Code is our compass to help us always "do the right thing”.

¡A toda marcha!

Stefan, Martin, Alex, Cedrik and Miguel

2. OBJECTIVE AND SCOPE

By being an employee of Valoreo, Inc. or any or any of its subsidiaries or affiliates (jointly hereinafter “Valoreo”) (“Valorean”) or by being a client, supplier, seller and/or any other third party that has a relationship with Valoreo (hereinafter the "Partners"), the minimum standard that we expect from you is that all your activities are carried out under the highest ethical standards. This Code establishes the minimum basis on which we expect you to carry out your work or collaborate with Valoreo, that is, it is your commitment to follow ethical guidelines for behavior, values and principles that demonstrate your integrity.

In other words, the objective of this Code is to determine: (i) what you must do, (ii) how you must do it; and (iii) what you should not do. In addition, it is your obligation to comply with the applicable legislation in the different countries where Valoreo operates.

It is not possible for this Code to specifically address every possible situation that we may encounter in our business activities, but that does not relieve us of our responsibility to do the right thing. When in doubt about what action to take, this Code provides guidance and resources to help us choose the right course of action. We must always live up to the spirit as well as the word of this Code and Valoreo’s principles.

This Code is in addition to, and should be considered together with, all other Valoreo policies and procedures in force from time to time, including, without limitation, anti-corruption policies.

This Code applies to all Valoreans, members of the Board of Directors and all those Partners that are part of its value chain.

3. VALOREAN PRINCIPLES

As a Valorean you commit to carry out your work considering the following principles:

1. Integrity: Act honestly and fairly.

2. Respect: Never discriminate or offend other people. Valoreo promotes diversity in ideas, opinions, and ways of acting.

3. Confidentiality: Guarantee the confidentiality of Valoreo’s and third-party’s information.

4. Professionalism: Work with the highest standards of quality and commitment.

5. Impartiality: Act objectively without granting any privilege or preference.

Additionally, you should always consider our culture:

Value: We’re on a mission to bring exceptional value to Latin American consumers by providing great products and prices.

Ambition: We dream big and embrace every challenge with everything we got.

Limitless: We have no limits to become the best in the world in what we do.

One team one dream: We deeply believe in growing together and helping each other succeed.

Resilience: We never give up. Where others see problems, we see opportunities.

Excellence/span>: We strive for excellence in everything we do and focus on improving every day.

Ownership: We take results personally and do whatever it takes (within legal and ethical limits) to reach our goals.

4. DIVERSITY AND INCLUSION

At Valoreo we passionately believe that the more diverse we are, the better our environment and therefore our work will be. The difference in thoughts, experiences, cultures, and skills will enhance our processes and lead us faster to our goals.

We prohibit disrespect, discrimination, intimidation or harassment (including sexual harassment) in any way, shape, or form, including, without limitation, due to race, sex, gender, gender identity or expression, religion, or any other personal characteristic or trait. It is, therefore, strictly prohibited to promote, perform, or conceal activities that incentivize disrespect, discrimination, intimidation and/or harassment.

5. HOW TO MAKE DECISIONS?

Making good and ethical decisions creates a culture of trust and professionalism. There will be situations in which you are not sure how to act. Before making any decisions, always ask yourself:

Is it legal?

Does the situation make me feel comfortable?

Does it comply with this Code and Valoreo’s principles?

Will it generate a lawful benefit for Valoreo?

If any of the answers is NO, then abstain. If you are not sure of the answer or have any concerns, consult with your manager, legal department and/or human resources department; these areas will always have the doors open to discuss any concerns you may have. Nonetheless, remember that you must always act in accordance with the applicable legislation and with the ethical standards established in this Code. Never sacrifice your reputation and trust for a short-term benefit.

6. SPEAK UP

At Valoreo we always want to know about any breach of the law, this Code, danger to Valoreo, any Valorean or any third party or any question or concern that you may have. An unreported violation may cause irreparable damage to Valoreo and, consequently, to all of us. Therefore, even if you are not sure a particular conduct is against our beliefs or this Code, report any potential breach to your manager, legal department and/or human resources department. When in doubt, report.

You can always trust that we will treat your complaints confidentially, fairly and efficiently, and that we will seek to make the necessary changes so that it does not happen again

To make any complaint, you have the following channels:

1. Channel “Anonymous” in Slack (messages can only be read by founders and they cannot identify who sent them);
2. Send an email to ethicsline@valoreo.com; or
3. Send a message through our website.

You can leave your complaint anonymously, but we invite you to share your name with us to follow up on it; we will always respect your confidentiality and trust

Remember that at Valoreo we encourage you to share your concerns with us, so you will not be retaliated against. At Valoreo we have a zero tolerance policy for unethical or illegal conduct, so in the event that any Valorean retaliates against anyone who makes a complaint, they will be subject to the applicable disciplinary measures and, where appropriate, dismissal.

7. COMPLIANCE WITH LAWS

Without any exception, by being a Valorean and Partner, you must comply with all applicable laws in the countries where Valoreo operates, including those of anti-corruption. In the event of any inconsistency between this Code and applicable law, always apply the highest standard.

8. ANTI-CORRUPTION POLICIES

Corruption acts are understood as "the abuse of any position of public or private power, with the aim of generating an undue private benefit at the expense of the collective or individual well-being". In Valoreo there is zero tolerance for acts of corruption so do not carry out any act of corruption, at any time, for any reason, not even if you consider that it will generate a benefit to Valoreo.

In addition to our general prohibition against any type of corruption, each country where Valoreo operates has a specific anti-corruption policy; hence you must ensure that you have read and understood all policies. You will be held personally accountable for any conduct that falls outside the legal limits and this Code.

While doing your work:

a) You must not offer benefits to third parties (whether public or private, including public officials or former public officials) to make them do or stop doing something;
b) You must obtain the approval of the legal department to execute any agreement with the government, public officials and/or politically exposed persons;
c) You must not accept (directly or indirectly) any benefit to do or stop doing something;
d) You must not make any payments or offer anything of value that is not officially recognized and which a receipt is provided by the counterparty; and
e) You must not have any agreements between competitors whose purpose or effect is to obtain an undue benefit or to limit competitiveness.

9. RELATIONS WITH PARTNERS

Our relationship with Partners will always be based on the highest ethical and integrity standards. Therefore, any good or service proposal must be reviewed by the area leader and approved by the finance area, considering the best price, quality, and service.

Additionally, in our relationship with Partners there is no place for any type of corruption, favoritism or any activity that is contrary to this Code or the law; always act considering the principle of impartiality and this Code.

10. CONFLICTS OF INTEREST

Fair decisions build trust, so always do your job as objectively as possible. A conflict of interest is a situation in which a person’s judgment is influenced by an external factor and therefore his/her/their private interests (personal and/or economic) are opposed or interfere with the interests of Valoreo.

In the event that you have a conflict of interest, always put Valoreo's interests (within legal and ethical limits) over yours or those of third parties, and if you are not sure, check with your manager.

Additionally, always inform your manager in case you have an opposing interest in any relationship or transaction or in case said relationship or transaction could: (i) create a conflict of interest, (ii) affects your impartiality, or (iii) it can be interpreted as a conflict of interest, misconduct, or an act of corruption.

Whenever you find yourself in any of the above situations, you must refrain from participating in the decision process or respective transaction, regardless of your title or seniority.

11. GIFTS

The relationships between the Valoreans and Partners must be transparent, so by being a Valorean you must reject any gift they offer you; you can only accept modest meals. In case you receive a gift you must return it; in case you are not being able to return it, give it to the human resources department and it will be raffled among the Valoreans.

12. POLITICAL CONTRIBUTIONS

At Valoreo we respect your right to participate in lawful political activities and to make lawful political contributions to candidates or political parties of your choice. However, it is strictly forbidden for you to carry them out on behalf and in the name and account of Valoreo, either in kind or in cash, or to benefit any person related to a public or private entity and linked to political activities, whether in Mexico, Brazil, Colombia, the United States of America or any other jurisdiction

13. VALOREO’S ASSETS

We are responsible for the use we make of Valoreo’s assets; hence our commitment is to protect and optimize the value of the assets (including cash) and to extend their useful life as much as possible. We must use Valoreo’s assets efficiently and only for legitimate business purposes, and protect them from loss, damage, misuse, and theft. Company assets include, among others, property, operating facilities, equipment used for work or available to our employees, and accounts receivable, but also include our corporate identity, proprietary information, trade secrets, business records, corporate computer resources, and copyrighted materials.

14. ACCOUNTING RECORDS

Valoreo is required to maintain accurate and complete information about its financial condition and the results of its operations. Therefore, all accounting and financial books and records must reflect the operations with accurate and complete data; it is strictly forbidden to falsify, alter or destroy any document tending to carry out improper, illegal behavior or acts of corruption.

We are also required to maintain an appropriate structure of processes and procedures that control the effectiveness of financial and accounting activities..

Valoreans, especially those who work in financial disclosure or accounting activities, have an obligation to understand and comply with all applicable accounting standards, laws and regulations. If you know or suspect that there is any situation that false, fraudulent, or confidential information is being reported bring it to the attention of your manager, legal department and/or human resources department

15. CONFIDENTIAL INFORMATION

The information to which you have access, whether from Valoreo or from third parties, is valuable and therefore is strictly confidential.

In your work you must:

a) Be discreet with the confidential information;
b) Only share the information with those Valoreans and other third-parties who need to know it;
c) Use it only to carry out your work;
d) Use it solely and exclusively for the benefit of Valoreo or, in the event that any authority requests confidential information, share only that information that necessarily needs to be disclosed;
e) Refrain from copying, transmitting, reproducing or storing confidential information on external devices (including on your cell phone and WhatsApp);
f) Return confidential information once you end your relationship with Valoreo;
g) Keep confidential information confidential even when you are no longer part of Valoreo or no longer have a relationship with Valoreo.
h) Keep confidential the personal information of investors, entrepreneurs, suppliers, clients, etc. since according to the Federal Law on Protection of Personal Data Held
by Private Parties, such information is considered confidential information, so you must treat it in accordance with Valoreo’s personal data protection policies, and refrain from sharing or disclosing such information except with the express consent of the owner of said personal information; and
i) Refrain from making comments, in family or social gatherings, about activities carried out within Valoreo.

In case you are not sure if any information is confidential information or not, consult it with your manager or with the legal department, and when in doubt, treat it as confidential information.

Valoreans must ensure that any third-party with whom they work with know of Valoreo’s confidentiality obligations and policies and agree to abide by them.

Not all Valoreans can speak on behalf of Valoreo (even on social media); therefore, only those Valoreans authorized by the communications department may speak on behalf of Valoreo. This does not mean that you cannot share posts or make posts related to Valoreo, those in fact we encourage you to do; just remember that you cannot speak ON BEHALF OF Valoreo; you can only speak OF Valoreo.

16. COMPLIANCE WITH THIS CODE

Any Valorean or Partner that performs acts contrary to this Code will be subject to disciplinary measures, including dismissal or termination of the relationship, depending on the significance of the breach, in addition to any other legal remedy or action, whether civil, administrative or criminal, that may be applicable

17. PUBLICATION AND DIFUSSION

Valoreo will make this Code, and any revisions, available to the public through its website and other internal communication mechanisms that are necessary for its diffusion.

In case you have any questions or comments related to this Code, you can discuss with the legal department or your manager.

18. COMMITMENT AND ACCEPTANCE

By signing this Code, I acknowledge and agree that: (i) I have read and understood the content and scope of this Code; (ii) I should approach my manager or legal department if I have any questions about this Code; (iii) I know the internal whistleblowing mechanisms; (iv) from my date of entry to Valoreo or beginning of my relationship with Valoreo all my actions were in line with the law and this Code; and (v) in case of having performed an act contrary to this Code and/or applicable law, even if prior to the signing of this Code, I will be subject to the applicable sanctions; including termination of my relationship with Valoreo.

As Valorean or Partner, as appropriate, I agree to carry out my activities in accordance with applicable law, this Code and all other of Valoreo´s policies.

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